Filled with characters leading lives of quiet, and not so quiet, desperation, Little Children makes the upper-middle-class suburbs look like the seventh circle of hell. It's certainly not an original idea to take on this subject matter, but director Todd Field's film does it with class, and to shattering effect.

Based on Tom Perotta's best-selling novel, Little Children follows the implosion of three main characters: Sarah Pierce (Kate Winslet), an overeducated thirty-something mother and homemaker, quietly dying of boredom in her large home; Brad Adamson (Patrick Wilson), former jock and current man-child, taking the bar exam for the third time, even though he really doesn't want to be a lawyer; and Ronald James McGorvey (Jackie Earle Haley), a convicted sex offender who has been released from jail and is now back home living with his aging mother (Phyllis Somerville).

Sarah and Brad meet at a children's playground, where they take their kids every afternoon. Thanks to his buff bod and tanned good looks, he's been nicknamed "the Prom King" by the mothers who hang out at the park, but no one has the guts to approach him until, on a dare, Sarah gets his phone number. From that point on, the duo slowly get to know each other, then become lovers. In the meantime, the ferrety-looking Ronald is trying to maintain a low profile, while his mother attempts to get him to start dating, and out-of-work cop Larry Hedges (Noah Emmerich), who has serious personal problems of his own, mounts a campaign to drive the sex offender out of town.

All this takes place in a beautiful, tree-strewn Massachusetts suburb, where the physical atmosphere tends to disguise the ugliness underneath. The main characters, drifting through life, seem unable to make the right choices about almost everything, and their insecurities and pain only make their existences more difficult. Brad is married to a beautiful, caring wife (an underused Jennifer Connelly), yet seems stuck in a frat-boy existence, caring more about his weekly football game than nearly anything else. Sarah's marriage seems to be a loveless sham; her husband (Gregg Edelman), a corporate blowhard, is obsessed with Internet porn. And even though Ronald's mother, a paragon of unconditional love (actress Somerville's performance is Oscar-worthy), convinces him to go out on a date, his sexual perversions take over and the evening ends disastrously.

Little Children's story arc culminates in a string of bad decisions and tragedies, in which the protagonists are forced to take stock of themselves and their futures. Whether they will actually learn anything from these lessons is left up in the air, but there's little doubt that everyone's life has been altered, if not always for the better.

Field directs all this with a restraint that sometimes verges on the dry, but there's little doubt the film builds to a shattering climax. In this, the director/co-writer is aided by an outstanding cast, but the real revelations here are TV vet Somerville, and Jackie Earle Haley (The Bad News Bears, Breaking Away), back onscreen after a 20-year absence. Their portrait of a loving mother and her self-aware, tortured son is truly heartbreaking, yet might be seen by some as being way too sympathetic towards a pedophile. That it seems all too real is just one of the many reasons why Little Children is such a powerful film.